Foreign (outside of Colorado) business entities

Q1. What is a foreign entity?

A1. The term ‘foreign’ defines any entity formed outside the state of Colorado. This is a term commonly used by all states to identify entities formed outside of their state.

View the  “Filing a Statement of Foreign Entity Authority” tutorial for more information and instructions on filing a Statement of Foreign Entity Authority (SOFEA).

Q2. How does a foreign entity obtain authority to transact business in Colorado?

A2. Refer to section  7-90-801, C.R.S. to determine if a foreign entity is required to obtain authority to transact business in Colorado.

A foreign entity can obtain authority to transact business in Colorado by filing a Statement of Foreign Entity Authority with the Colorado Secretary of State.

• Navigate to the  Business Organizations page.
• Select “File a business document”,
• Click on "File a form to create a NEW record".
• Select ‘Foreign entity’ to complete the Statement of Foreign Entity Authority form.

Q3. I have an employee who’s working remotely in Colorado, do they need to file a SOFEA?

A3. Refer to section  7-90-801, C.R.S. to determine if a foreign entity is required to obtain authority to transact business in Colorado.

Other agencies may require you to register with us.

Your business is unique. We do not know every situation your business is facing and cannot answer legal-based questions. We suggest talking to an attorney or business advisor if you have questions.

Q4. Why can’t I use the registered agent I already have?

A4. An entity appointed to serve as a registered agent must have a usual place of business in Colorado, and Foreign (outside of Colorado) entities must also have authority to transact business in Colorado.

Refer to our registered agent FAQs.

Q5. How does a foreign entity register in Colorado if its name is not available in Colorado?

A5. If a foreign entity’s true name (the name it’s formed under) is not available in Colorado, the foreign entity will be required to choose an assumed entity name for use in Colorado. The assumed entity name will be the name used to transact business in Colorado.

In addition to the name being available for filing with Colorado Secretary of State, the name must comply with the requirements of section  7-90-601, C.R.S. If the foreign entity’s true name does not comply with 7-90-601, the entity should provide an assumed entity name which could be the true name with the appropriate designator. Refer to the  list of designators.

Q6. Why was my assumed name removed when I changed or corrected my true name?

A6. When your true name is available and has the correct designator, an assumed name isn’t required. If you still want that name associated with your entity, you can file a trade name.

Q7. The entity is no longer doing business in Colorado, how do we close our record?

A7. A foreign entity can indicate that it is no longer transacting business in Colorado by filing a Statement of Foreign Entity Withdrawal. 

To file a Statement of Foreign Entity Withdrawal:

1. From the Business Organizations page, select “Search business database”.
2. Enter the record name or ID number and click “Search”.
3. If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
4. From the Summary page, select ‘File a form’
5. Select ‘Statement of Foreign Entity Withdrawal’

Q8. The entity was withdrawn (or revoked), how do we start doing business in Colorado again?

A8. The foreign entity can requalify their old record or submit a new Statement of Foreign Entity Authority.

To requalify as a foreign authority:

1. From the Business Organizations page, select “Search business database”.
2. Enter the record name or ID number and click “Search”.
3. If you enter a name, a list of entities with similar names will display. Select the ID Number of the appropriate entity.
4. From the Summary page, select ‘File a form’.
5. On the Documents Available for Filing page, select ‘Requalify foreign entity authority’.

Q9. If a foreign entity merges with another foreign entity, how can the entity file the merger in the state of Colorado?

A9. Mergers between or among foreign entities are not recorded with the Colorado Secretary of State. If a foreign entity that has a record with our office is the non-survivor of the merger, the Statement of Foreign Entity Withdrawal should be filed.

Q10. If anything changes on the entity in the home state, what should be filed in Colorado?

A10. If you go to the entity and select File a form, there are various statement of change forms that can be filed to reflect the change to the business. You may have to file two or three forms if the name, entity type, and jurisdiction all changed.

Q11. What is a Statement of Registration of True Name? Do I have to file one?

A11. The Statement of Registration of True Name form may be filed to record a foreign entity’s true name in Colorado and prevent other entities from using that name.

A Statement of Registration of True Name is not required and does not give the foreign entity authority to transact business in this state.

Q12. Where do I find the Statement of Registration of True Name?

A12. To file a Statement of Registration of True name, select ‘ True name of a foreign entity’ under the heading ‘Foreign (outside of Colorado) Entities’.

All true name registrations expire on December 31st unless they are renewed. A registration of true name may be renewed for an additional year by filing a Statement of Renewal of True Name.